New York Banking Law
Issuance of License Upon Acquisition of Business of Licensed Lender
§ 344. Issuance of license upon acquisition of business of licensed lender.
1. Prior to any acquisition, by merger, consolidation, purchase of assets or otherwise, except by purchase of stock, of the assets or business, or a substantial part thereof, of a licensee under this article, the person desirous of continuing to maintain and operate any place of business theretofore maintained and operated by such licensee and each person who controls such person shall file with the superintendent, for all such places of business, one application, in such form and containing such information, including the information required under section three hundred forty-one of this article, as the superintendent may require. At the time of making such application, the applicants shall pay to the superintendent an investigation fee, as prescribed pursuant to section eighteen-a of this chapter if the person desirous of continuing to maintain and operate such places of business is already licensed under this article, or, if such person is not so licensed, an investigation fee as prescribed pursuant to section eighteen-a of this chapter. If such person is licensed, the superintendent shall amend the license accordingly within thirty days if it is found that the acquisition is in accordance with the purposes of this article. If such person is not licensed, the superintendent shall determine whether the financial responsibility, experience, character, and general fitness of the applicants, and of the members thereof if any applicant be a partnership or association, and of the officers, directors and controlling stockholders thereof if any applicant be a corporation, are such as to command the confidence of the community and to warrant belief that the business will be operated honestly, fairly, and efficiently within the purpose of this article and the superintendent shall approve or deny such application within ninety days of the filing thereof. If the superintendent disapproves such application, or, if no such application has been made, the license for each such place of business shall become null and void and the applicants or licensee, whoever has possession of each such license, shall forthwith surrender the license theretofore in effect to the superintendent. If the superintendent approves such application, the person being acquired shall surrender to the superintendent the license theretofore in effect for each such place of business and the superintendent shall issue and transmit one copy of a new license to maintain and operate each such place of business to the person desirous of continuing to maintain and operate such place of business and file another copy in the department. As used in this subdivision one, (a) the term “person” includes an individual, partnership, corporation, association or any other organization and (b) the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether by means of the ownership of the voting stock or equity interests of such person or of one or more persons controlling such persons, by means of a contractual arrangement, or otherwise. Control shall be presumed to exist if any person directly or indirectly owns, controls or holds with the power to vote ten per centum or more of the voting stock or equity interests of the person desirous of continuing to maintain and operate a licensee’s place of business or of any entity which directly or indirectly controls such person. The superintendent may, upon the application of a licensee or any such person or entity, determine whether or not the ownership, control or holding of such voting stock or equity interests constitutes or would constitute control for purposes of this subdivision.
2. The transfer by operation of law to a legal representative, as hereinafter defined, of the assets or business of a licensee under this article, or a substantial part thereof, shall not, to the extent hereinafter provided, be deemed an acquisition within the meaning of this section. Such legal representative, if duly qualified to act in this state, may continue to maintain and operate any place of business theretofore maintained and operated by such licensee, subject to all the provisions of this chapter including the payment of license fees, for a period of not more than six months from the date of his qualification as legal representative and for such additional period of time as the superintendent may prescribe in writing. During such period, the legal representative shall be deemed a licensee under this article. The appointment and qualification of a successor to the legal representative shall not, without the approval of the superintendent, operate to extend such period. Each such legal representative shall promptly following his or her appointment file with the superintendent a certificate or duly certified copy of an order of the court to evidence his authority to acquire the assets of the licensee and to maintain and operate the business thereof. If a legal representative desires to continue to maintain and operate any place of business theretofore maintained and operated by the licensee he or she shall, prior to the expiration of such six month period or any extension thereof prescribed by the superintendent, file an application pursuant to this section and comply with all of the provisions of this chapter. The investigation fee payable upon filing such application shall be as prescribed pursuant to section eighteen-a of this chapter. The term “legal representative,” for the purposes of this section, shall mean one duly appointed by a court of competent jurisdiction as an executor, administrator, trustee, committee, conservator or receiver, including one who succeeds a legal representative and one acting in an ancillary capacity thereto in accordance with the provisions of such court appointment. If any provision of this section, or the application of such provision to any individual, company, corporation or circumstance, shall be held invalid, the remainder of this section, and the application thereof to anyone other than the one to which it is held invalid, shall not be affected thereby.